Rebirth
by NitroStation
Summary: Just how are Changeling Queens made? Unfortunately, one poor filly gets to find out first hand...Rated M for filly-abuse and assorted grimdark, uncensored version can be found on FIMFiction with the same name!
1. Chapter 1

A few months ago I wrote my first truly grimdark story, and in a bit of a sickening way I'm quite proud of it.

Note that this is a censored version of the original story, to meet with FF's rating guidelines. The full uncensored version can be found on FIM Fiction, under the same name.

Anyway, without further ado, on with the show!

xx

The evening air was humid and warm, Celestia's sun just beginning to dip below the horizon. Young fillies and colts were being herded back home by their parents for supper before bedtime. Eventually the Ponyville Centre as deserted, except for one silhouetted earth filly.

Her black-furred face was pressed into the dirt, leaf-green eyes wide and darting to and fro and similarly coloured mane dragging in the dirt. Suddenly she gasped and scooped something up with her hoof. A tiny ladybird, antennea twitching curiously looked up at the strange creature that had lifted it. It took off with a flutter of its wings and left the filly gazing after it in wonder.

All day she'd been searching the dirt, looking for creep crawlies and interesting bugs to look at. Most of the other foals avoided her, preferring to keep to their games and gossip groups while she scanned the soil with engrossed interest everyday. She knew they thought she was strange, but she didn't mind. At least she had a few friends.

The filly had just began to turn towards her home when a peculiar clicking sound had reached her ears, drifting through her mind. She'd never heard such a thing before, a combination of a cricket chirping and a bee buzzing, with a slight hint of the rustling wings of a beetle. It was the only sound in the air, the birds and wind having gone to rest.

Usually, any foals caught outside after the de-facto curfew time would be called back by their parents and scolded for carelessness. However, the filly's parents never knew when she got home from her daily 'adventures'. Such was the advantage of having guardians who were early-workers.

The musical sound was still there, louder than ever. It seemed the more the young mare thought about it, the more the volume increased. Almost as if it was encouraging her.

_'I could stay out for a little longer,' _the filly mused. _'They'd never know I was gone. And I can see what's making that noise!' _And so it was, the foal's mind made in a typical split-second descision of youthful arrogance. She'd find the source of the sound, and be back before nightfall.

Lifting a pointed ear comically high, the filly galloped in circles to see where the noise was coming from. North, west, south,_ aha! _The Everfree forest, so gloomy and dark before now seemed like a wonderland of undiscovered mysteries to the filly. She approached the overgrown grass and roots that marked the beginning of the forest's territory, not hesitating to cross over the boundary. The sound was no longer a mere noise, it had evolved into something the filly had only ever heard i fancy music boxes. And it only grew louder as the she followed it. Skeletons of trees had started to pepper her surroundings as the filly ventured ever further from the safety of Ponyville, the forest itself in galloping distance.

Still the filly kept a steady canter, leaping over scattered tree logs and stumps with unnatural ease. She frequently stumbled on straggling roots and knotted grass, but she was no less endurant even as scrapes started to form on her tiny legs.

The sound swirled around her, filling her with excited numbness, making her deaf to everything else. The filly swerved between the spindly spines of the Everfree trees, carving a path in the leaf mulch that littered the floor. The nocturnal mice and birds scampered to avoid the intruder to their natural habitat, but the filly paid them no heed. All that mattered was the noise that she was so determined to find the maker of.

Luna's moon was beginning to rise, and still the filly showed no need for concern. She was getting closer, she knew it.

As she neared the center of the forest, the air was devoid of any animal sound other than the encapturing music, now mantaining a consistent tempo. It made her start to slow to a trot, her green eyes fixed ahead of her. The sound led her to a stack of boulders, over it, and into a clearing so small that the fully had to squeeze herself in to fit. Then the music aruptly stopped. A small hole, it looked like a rabbit burrow, had materialised in front of her. Ferns and fallen branches adorned the entranc and hid it well from view, making it impossible to detect unless you could manouvere yourself right in front of it.

The filly peered into the darkness of the hole, straining her eyes and ears. There it was again, the noise faintly playing. But for once, she was hesitant. In that one second, her resolve collapsed as she just began to realise where she was. So far away from her home, in this terrifying mass of foliage and all sorts of deadly creatures. It was already dark, and the temperature had began to lower dramatically.

The filly placed a trembling hoof behind her, poised to run and get of the murky woodland. She could roughly remember how she came to this point in the forest, and she prayed to Celestia it would be enough.

The sudden faraway hoot of an owl prompted her to sprint, but she didn't even get out of the clearing, Something had clamped around her foreleg, dragging her into the burrow. When she opened her mouth to scream, her mouth was covered and filled with some sort of sticky liquid, like honey. She had no choice but to swallow the sugary substance and struggle helplessly as she was dragged into the abysmal pit.

Stones and dislodged rocks scraped and scratched the filly's back as she wrestled with whatever had captured her. It was even darker in the hole, the only thing visible the icy blue orbs that the filly took for the creature's eyes. They never stopped looking at her, the gaze so intense it was as if two holes were being burned into the filly's body.

She tried to keep her head aloft, away from the path of the stone that was shredding the rest of her up. But she was overcome with a sudden exhaustion, her eyelids forcing themselves together and all feeling leaking from her limbs.

The tinkle of the music was the last thing she heard before she went into slumber.

xx

The first thing the filly felt when she awoke was the rhythmic pounding of her head, making even thinking a painful feat. The ground was moist and cold under her limp form, making her shiver uncontrollably.

With her eyes were firmly pressed closed, the filly didn't notice the five forms entering the room, blue and amber orb eyes narrowed and vocal's clicking subconsciously.

_"It is awake," _one of the creatures hissed, nearing the unresponsive pony and prodding it like a dead animal. She whimpered in pain as the sharp hooves scraped her flank.

"Excellent. Hold her up," a confident, feminine voice commanded her subordinates. They complied by roughly hauling the filly up by her front legs, leaving the back legs dangling in mid-air. The claw-like hooves cut into the filly's skin, causing bruises and making her yelp. Something pulled her eyelids open, revealing the horrific blue orbs staring at her with open disdain. She tried to scream, but her mouth was still stuck shut.

"Which of you has the formula?" the female asked, being answered by a series of sycophantic clicks. Through the darkness, the filly could only see the glowing irises of the creatures.

"Turn on the lights." Another click, and the chamber was slowly filled with an ambient green light. It only barely illuminated the filly's captors.

Even in the low light, the female was obvious at first sight. A tall and pony shaped shadow, with a crooked shape portruding from her head and shining transcluecent wings. Two glinting fangs showed from under her lips. She reminded the filly of somethng she'd seen in her storybooks. The other four she couldn't see.

The female was levitating a vial of acid-green liquid, emitting an orange glow from her -the pony assumed- horn. She neared the writhing filly, and opened the vial.  
"This will hurt, little one. But it's for the greater good," she said ominously. Before the filly could answer, a small portion of the liquid was dripped onto her right front leg. The drop split into three, and hit the surface of the limb.

Instantly, her black fur started crackling when the substance made contact, emitting the unmistakeable smell of singed hair. She'd only smelt it once before, when her unicorn friend was showing off fire spells and one went astray. It caused the filly to crinkle her nose in disgust, and left her as baffled as ever. The liquid soaked through her thick fur, smoke rising from the tiny pools. The filly was breathing heavily in terror, still oblivious as to what the substance would do. It met her skin in no time, and she soon found out.

The liquid flowed through her skin, muscle and bones, a new level of noise coming from the filly as each layer was eaten by the corrosive substance. Somehow the filly had managed to swivel her bloodshot eyes to meet the observant female's begging for mercy, or an explanation for what was happening. Her face remained blank.

Finally, the liquid got to the other end of the skin and dripped onto the rock floor, followed by a river of blood. The pain remained, the draughty air blowing through the holes now scattered on the filly's leg. The pony's cries had subsided to choking sobs while the stench of burned fur hung in the stuffy air, forcing itself into the pony's nostrils.

"Very good," the indifferent female commented, judging the filly like a slab of meat. "Now for the other legs..."

xx

When the ordeal was over, the filly's vocal cords were strained from the unstoppable screaming. Her legs were throbbing and numb, and patterned with large holes that went from one side of skin to another. Several times she almost reached the point of sweet stupor, but another wave of pain always snapped her back to cruel reality.

She was unceremoniously dropped to the ground like a bale of hay, her broken legs hopelessly twisted and the holes compressing painfully from the sudden weight that was put on the mutilated limbs. They couldn't take the pressure, and collapsed underneath the filly. She loooked up at the monster staring down at her with a mocking smile, amber eyes glowing. "B-but why?" was all she could ask. She'd never thought anypony could hurt another so much, it was an unthinkable prospect that all but shattered her innocent vision of the world.

"You'll see why, my dear," the evil thing answered with the gentleness of a mother mare. She waved a shadowed leg to her blue-eyed subordinates, and then the filly noticed it. The clean-cut holes in the leg that let the light stream straught through them, so familiar to the ones now scarring hers. What did it mean?

The minions had gathered in front of the filly, looking at her with less contempt than before. Instead, with soething that seemed almost like approval.

_"My Queen, we have the augmentations ready," _one said with a slithery voice that was reminiscent of a snake.

"Bring them to me," she ordered, still gazing at the filly with faux sympathy. At least, the young pony interperated the look as such. Another duo of minions approached, holding something in their fanged jaws. The queen lifted them with her horn, hovering them in the air and studying them.

"Yes, yes, they'll do," she muttered, letting one object drop to the floor. "We'll start with the wings and thorax and then the horn." The filly didn't even try to understand what she was saying, curling up in a foetal position. Sobs racked through her again, salty water leaking onto the floor. The creatures loomed over her, met with little restraint as they held her crippled legs down. She held her eyes shut, tears still leaking out. The queen held the levitated object, which looked like a pair of wings like her own, over the filly's back. The glowing of her horn began to intensify as another vial of neon-blue liquid appeared. The ones holding the filly down began to chirp in excitement as the stuff was positioned over where the wings barely grazed the surface of the fur. The noise prompted the young pony to open her eyes a fraction, seeing another strange liquid about to hit her back. She struggled and cried, despite the new wave of pain that hit her legs as she did so. But the creature's held her with a vice-grip, digging their hooves into her. The substance hit her back, spreading a cold numbness over the area followed by a very uncomfortable stretching sensation. The filly couldn't see it, but her back skin had started to sprout into two thin pillars, growing to meet the ends of the wings still held over her. As they joined with the wings, a new scream forced past the filly's lungs. The artificial nerves in the wings fused to her. The back skin grew very tough, coloured a shiny green, and split into three segments. It looked like the body of the insects that the filly loved so much.

Still the wing-ends burned like an inferno, causing the pony to sweat and shiver. They started fluttering by themselves, which intensified the pain. The queen, watching the grotesque spectacle with guarded interest, flashed a toothy smile.

"The augment is responding. Excellent. Now for the horn." The thought of more torture was too much for the filly to take. She broke down and weep uncontrollably. "N-no, please! N-n-no more! P-please," the rest of her plea was lost in the gasping sobs.

The queen was unmoved.

She lifted the other object, a crooked sharp horn, and placed it on the pony's head just above her watery eyes. With the casualness of dropping sugar into tea, the queen poured the last of the blue liquid around the horn.

The filly felt like a supernova had just happened in her head, and her brain ebbed a cold so intense it was achingly similiar to eating a thousand ice-creams all at once.

Another series of worthless tears was all the filly could produce to express her torment. The horn began to burn up as the magic stored within it connected with the pony's spirit, ascending to hellfire level and contrasting unbearably with the freezing in her mind.

The minions repressing hooves had removed themselves from the pony's form, but she hardly noticed. They gathered beside their monarch, icy eyes wide and blinking furiously.

_"The rebirth is almost complete, my queen," _one buzzed, licking his fangs. The queen nodded, and turned her hard-plated back on the suffering filly.

"The cocoon should form in mere minutes. Afterwards, we shall begin the assimilation," she said passively, pausing before exiting the prison to face the young pony.

"You will make a fine queen," she praised, and with that she left.

Over the filly's wailing, the mocking melody of the cursed music played on uninterrupted.


	2. Chapter 2

This chapter actually didn't need any censoring- definitely the tamest one of the story (especially compared to the last, which is coming up next!)

xx

The queen paced her chambers impatiently, amber eyes ablaze, black fur and orange mane and tail slightly damp and emitting the sweet scent of cave flowers. The queen put having a long wash before dealing with anything else; she refused to go around her hive stinking of blood and filly vomit.

"I don't see what the problem is, Web," she spoke, coming to rest in front of one of her minions. Like everyone else, his body was black and eyes cold blue, legs riddled with holes. The only thing unique about him was the blue armour of the Elite Hive Guard that graced his form and a slanted horn that poked out of his head.

"The problem, your Highness," his voice had the same buzzing quality of all his brethren, but it was more pony than insect-like, "is that simply taking a youngling from her home was extraordinarily dangerous! They'll come looking in their hundreds and eventually uncover the hive. We'll have to evacuate again and all our work will have been for nothing!"

"You are being paranoid. One pony gone in the dead of night won't spark a forest-wide search. They might look around here and there, but eventually they will accept she has disappeared into thin air," the queen said confidently, settling onto her regal bedspread. Web refused to be swayed.

"In any case, I still don't see why we need to be creating a new queen so soon, or at all." The queen's eyes narrowed in contempt.

"Are you really so uneducated that you don't know even the basics of our species?" she said insultingly, drawing an offended look from her subordinate. "Even the youngest drone knows that the birth of a Changeling queen is only born when the hive is practically drenched in love. You know full well of our current famine. The only other option is to do as our anscestors did; create one ourselves. As for choosing her so early, my new queen needs years of nurturing and training to reach her full potential. The sooner the process begins, the better." Web knew what his queen was saying made perfect sense; the method she was using was both practical and proven to work. But one thing still niggled at his mind. And the queen had picked up on it instantly.

"Speaking of the new queen, you seemed unsettled during the rebirth," she stated accusingly, crossing over her holed legs.

"Well, we are related to the ponies in many ways. To see a young one being in such pain..." Web cleared his head to get the gruesome images out. "Why not just do it while they're asleep?"

"Web, the method we used was the least painful one. How would you feel, waking up and being suddenly hit with such agony? Besides, the augments can only function properly if they are attached to a conscious subject." A strangely maternal look appeared on the queen's face.

"I don't do this out of cruelty, Web. It's all necessary, for the good of the hive." Web's eyes softened at her words.

"I understand, my queen. When shall I retrieve the filly?" the Changeling soldier asked.

"The last stages of rebirth usually take a few hours. Check in at regular intervals and bring her to me when the cocoon has hatched," she answered, dismissing Web.

"As you wish, your Highness." He bowed, and turned to leave his queen's domain.

xx

The filly didn't even feel the soft substance beginning to cover her, oozing from the skin benath her fur and quickly hardening into a tough shell. The pain, the torture, burning and stinging was still there, and she doubted it would ever go away. The filly tried to lift a mutilated limb, but the feeling of the bone moving so loosely sickened her and made her whimper from the ache. Something dripped from the area were the horn now portruded, sweat or blood or Celestia-knows-what. The pool of fluids around her had dried to lumpy crust, leeching onto the cocoon forming around the pony. Even if she could move herself, the shell had already encased her ruined legs and was working up to her neck, like solid water reaching out to drown her. The filly fluttered her dull eyes open one last time, before the chrysalis closed around her head, severing her from the outside world.

The shell filtered only the lowest levels of light through, cloaking the space in shadows and outlining the filly in grey. She felt something beginning to fill up the tiny area, a thick gooey liquid. It reached up to her mouth, and the filly braced herself to splutter for air.

However, somehow she was able to breathe in the stuff without swallowing. It was like some kind of liquid oxygen, or enchanted to not drown. She took deep gasps of it, the pressure in her ribs lifting slightly as she did so. The fire in her head and spine was also quenched, the sitnging in her hooves dulling. Not only was the liquid breathable, it also healed. The filly had never heard of such a thing. But all that mattered now was that she wasn't in danger of dying.

She idled away the next hour taking in the stuff, her injuries lifting and pain fading away.

Somehow, it managed to lull her to sleep.

xx

_"...Yoohoo...June? Wakey wakey, sweetie."_

_June Bug yawned and lifted herself from the rustled hay bed. A small pegaus mare with light yellow fur, a blue mane and green eyes looked down at her half-awake daughter, a loving smile on her face._

_"We're going shopping today," the mother said, grabbing her saddlebag from the nearby kitchen counter, above which a colourful calendar marked the day as Monday. The only day of the week the mare wasn't working._

_June jumped out of bed and hurried to her mother's side, hastily going over her green mane and tail with a hoof. She loved shopping with her mother; she could go expore the wilder parts of Ponyville she was usually restricted from. _

_The two walked outside the modest cottage near the centre of the town, and made their way across the dirt paths to the marketplace. The mother paused by a carrot merchant to discuss prices while June, as always, wandered off into the long grass. _

_The filly scanned the ground beneath her with the focus of a treasure hunter, taking slow and calculated steps. Butterflies, bees, ants, they all came to greet her as they did every week. They seemed attracted to her, like she was a flower. Whatever it was, June wasn't complaining._

_She would have stayed there for hours if it wasn't for the sudden yell that came from the marketplace. Her head shot upwards towards the source of the ominous noise. June ran through the grass, and was spat onto the cobbled sqaure. It was deserted._

_"M-Momma?" she squeaked, taking shaking steps across the empty area. Nothing, not even the birds made a sound. The sky had gone signifigantly darker. _

_"Where-" before June could ask herself, a ball of fire exploded a store nearby. She jumped, diving for her grassy refuge. Even from the considerable distance, the filly could feel the heat of the fire against her face. Another ball fell nearer, scorching the nearest grass. June retreated further into the wild ferns, risking a look upwards._

_Overhead, gargantuan dark shapes trailed the skies and dropped inferno bombs below. Behind the clouds, the tip of a wing and the end of a snout could be seen._

_'Dragons,' she realised, her breath caught in her throught. Already the air was heavy with suffocating smoke, making the filly cough violently. Her only option was to run._

_On and on she ran, followed by what insects had survived the attack. She didn't know where to go, what to do or, probably most importantly, what in the name of Celestia was going on. She'd heard that dragons rarely stray far from their homelands, and that attacks on pony communities were an impossibility. _

_Just goes to show how unreliable textbooks are._

_Below the hovering shapes of the reptiles, much smaller and agile shapes flitted about, diving and rising. Some lifted up things and then let them fall to the ground, black dots dropping to earth. June didn't want to think about what they were, both the creatures and their cargo. _

_She reclined to just running, no stopping or looking back. The only sanctuary she could think of was the Everfree forest, sheltered by the ancient trees, filled with edible plants and pools of water for her to live of reached the end of the grass, and would have made it to safety if it wasn't for the wall of fire that sprouted in front of her._

_"NO!" she cried, backing away from the flames flicking out to lick every flammable part of her. "So close, so close..." she repeated the two words like a mantra. Everfree was literally a gallop away, not the best place to go but also the only sheltered area in miles. All the grass. June was hyperventilating, eyes wide and brimming with tears. Her insectoid followers disbanded, leaving her alone and helpless._

_She backed up as fast as she could without tripping over, but instantly halted when she felt sparks licking her back. The fire had spread to form a circle around her, trapping the filly. June's breathing grew laboured and ragged as smoke smothered her. She was going to die, it was an absolute certainty. _

_'Please Celestia, make it quick...' she prayed, kneeling to the scorched earth and squeezing her dripping eyes shut. A terrible sound boomed nearby, and June opened her eyes for the last time._

_The giant wall of flames had been impossibly parted, a tall and evil figure emerging from the edge of the forest. She was surrounded by a small army of armoured pegasi, and was the one pony June needed right now._

_"Princess Celestia!" she cried, her frail heart lifting at the sight of Equestria's ruler. "We need to get out of here, there are dragons and other mean creatures destroying everything, and everyone disappea-"_

_"SILENCE, YOU FOAL!" the princess screamed, the force of her voice knocking the filly backwards. Celestia's normally soft pink eyes blazed bloody red, her mouth set in a cruel frown. "I'm perfectly aware of what your pathetic town is facing. Where do you think the dragons came from?" June looked at the alicorn in disbelief._

_"B-But why?" was all she could stutter. Celestia laughed again, her soldiers joining in. _

_"You silly ponies, so naive and ignorant. All these years I've been building my power, waiting for the right opportunity and you didn't even notice. Your pathetic town is a mere loose end to be tied up, or should I say burned up?" Celestia lifted her face to the black sky and let loose a laugh so evil and full of madness, June thought it would shatter her soul. "Look around you, foal. Dragons destroying all you hold dear, griffons and zebras killing any who survived; I'm sure you saw those weak things being dropped from the sky? And now only you remain. I would congratulate you on your resiliance, but I'd rather kiss a donkey than do such an embarrasing thing. So instead, you get the honour of the undivided attention of my manticores." The filly hadn't even noticed the lion-like abominations gathering behind the princess. They eyed her hungrily, drooling and scraping their claws in anticipation. The Sun Goddess took off into the air, her etheral mane and tail billowing in the fire-light. _

_"No need to rush, kitties!" she called as she flew away from the inferno, the pegasi chasing after her. The manticores edged nearer, licking their lips. June screamed and screamed until her throat grew raw but no-one came. They were all dead, or didn't care. For the first time in her short life, she was untterly alone._

_The lead manticore was now right in front of her. He opened his maw, the foul stench of rotten meat wafted over June and made her gag. Leaf-green eyes locked onto soulless black, and the manticore reared up on his hind legs. The filly brought her own pitifully soft hooves up in a feeble attempt at defence, and flayed them wildly until-_

xx

The filly's eyes snapped open as a draught of cold air swept across her wet leg. The cocoon had burst from her comatose thrashing, the healng liquid spilling out. She rolled onto her side and broke more of the shell open.

'What a strange dream, or...was it a dream?' she thought to herself, her mind blank. The filly had no idea of where she was, or how she got here. Her mane- a dark green blue mix- fell in a damp river around her head, the same coloured tail dragging behind her. She brought a hoof up to her face, showing her fur as a very dark grey and her leg baring scattered holes. It reminded her of cheese.

She stood up, her legs trembling but not collapsing under her weight. She tried walking forward, careful not to slip on the cocoon-liquid. It felt strange, but was in no way difficult. She looked upwards, and was faced with a strange trio of creatures. Two showed off transparent wings crisscrossed with black veins, an armoured unicorn in the centre.

"You are to come with us, Newborn," the unicorn spoke with veteran authority. The filly nodded blindly, the pegasi-like forms flanking her as she was led out of the small prison and into the catacombs beyond


	3. Chapter 3

_And now for the third and final chapter in this little dark-fest of mine's. A lot was cut from this to meet FF's rating guidelines, but if you've got a strong stomach then you can read the uncensored version of FIMFiction._

xx

The group of creatures marched outside of the prison-like room, the door closing with a strange metallic _squelch_ behind them. The filly passed by the black marble and green gemstone walls which emitted light from an unknown source, in a daze. Even the other doors leading deeper into the complex failed to capture her interest. She stared fixedly at the ground, which was slick with something the filly preferred not to think about.

Eventually they paused outside a door noticeably grander than any other the filly had seen. The winged ones stayed beside the filly, arms stretched as to form a barrier. The unicorn stepped forward, the door opening automatically, and stepped inside. The filly could pick out the muted mufflings of conversation before the unicorn re-emerged.

"That'll be all, Drones," he ordered the other two creatures, who bowed respectfully and departed back down the long corridor. The filly glanced back at them before being pushed towards the imposing doors. They rolled open, receiving the duo and promptly closing behind them.

The unicorn cleared his throat and addressed something the filly couldn't see in the dimly lit, green chamber. "Presenting the Newborn, your Highness." At the end of the sentence, a pair of opaque curtain-like screens slid apart like a butterfly's wings and revealed a large shape on what seemed to be a bed. Immediately, she stood up and galloped toward the filly, scooping her up in her punctured legs and cradling her like a foal.

"My little darling, I'm so glad to see you!" she cried, hugging the filly close and cooing at her like a worried mother. The filly was stiff against her warm body, confusion etched into every feature on her face. The unicorn looked on indifferently.

When the filly was finally released from the motherly form's smothering, she stared at the smiling female with wide eyes.

"I know you must have a lot of questions, sweetheart. But trust me when I say that you are safe here," she began, her voice velvety smooth and dripping with promises of love and comfort. "Nothing and no-one here will hurt you."

The filly nodded at this, and dipped her head in thought. "W-what are you?" was her first question, which elicited a laugh from the creature.

"We are Changelings, a species far superior to the ponies that litter Equestria. I am Thorax, the queen. And the soldier that escorted you here is Web, one of my most trusted." Web nodded in response, but stayed silent.

"And w-what am I?" the filly ventured deeper into uncovering the mystery.

"You were a pony. Or, trapped in a pony's body," Thorax replied. "But we saved you from your false body. We made you into your true form, that of a Changeling."

"I saw a village, someone who said they were my mother..." the filly continued questionably.

"Ah, yes," the queen's smile faltered and her amber eyes filled with sympathy. "That was the town that took your pony self in. We saved you just before it was raided by Princess Celest-"

"No!" the filly cried desperately, refusing to believe the pony she had looked up to all her life would destroy just because she could. "T-that can't be right! Celestia is the Sun Goddess, our ruler and friend..."

"I'm sorry, sweetie. But it's the truth, she has become mad with power. She's storming the larger settlements as we speak, and burning the smaller ones to the ground," Thorax elaborated, the filly too choked up with sobs to interrupt.

"And... only I got out?" she asked, blinking the last tears away. The queen nodded solemnly.

"When we arrived, everyone else was gone. Either escaped, captured or worse. There was nothing we could do." The filly stayed silent, accepting the revelation grimly.

"Celestia must be stopped. This has always been the Changeling goal, and every year we progress one step closer to completing it. But this attack she staged, it has reset all our work. We have to start again," Thorax revealed. "But I'm dying, darling. Such is a consequence of a 500 year rule. And my hive needs a leader, a new queen to lead it to glory." The filly shrank back slightly at the queen's intense gaze, realising what she meant.

"I can be a queen?" Her question hung in the air like a cloud of smoke.

"Yes, my child!" Thorax said excitedly. "That is why we had to rescue you, those ponies were jealous of your power. They don't want you fulfilling your purpose!"

"Purpose..." the filly repeated the word, tasting it. A poisonous smile had crept onto the queen's face.

"Of course, I shall have to be make sure you really are capable of such a momentous task," Thorax added, wings fluttering excitedly.

"I can do it! I know I can!" the filly said confidently, bearing a naive toothy grin. "Just tell me me what I need to do, Miss Thorax!"

xx

The filly was led through a labyrinth of shining black walls and airy tunnels, only receiving glimpses of the complex inner workings of the hive before being pushed onwards. She had no idea were the Changelings were taking her now, only that it would prove if she could handle the immense responsibility of being queen.

The filly was about to ask if they were nearing their destination when Thorax stopped suddenly, causing her to plant her hooves in the moist ground to avoid bashing into her backside. Another door opened with the chilling squelch and the queen resumed progress.

The filly gazed around the small room, empty save for the dark-tinted screen across the far wall, impermeable to light.

"To be queen, you must be able to do anything necessary to protect the hive, with no hesitation," Thorax began, walking to the screen with the filly trailing behind her. Web stayed sentinel at the door.

"During a scout of the remains of Ponyville, we tracked down the ponies that kept you imprisoned, that masqueraded as your parents." The filly gazed at the queen numbly, the images of the burning town still fresh in her young mind.

The screen suddenly became brighter, eventually becoming a clear window into another prison-like room. Two shapes cowered and wailed in the centre, one with a light yellow body and the other a dark grey. Their respective blue and green manes were messy and matted, hanging limply over their weeping faces.

"That yellow one, I recognise her!" the filly cried, recalling the pony that awoke her in the nightmare vision.

"I thought you might," Thorax replied, the ghost of a smirk playing at her lips. "She told you she was your mother. She made you soft and weak. The grey one pretended to be your father, feeding you lies from birth. He warped your beautiful Changeling mind into a disgusting pony one. They have desecrated you, one of us, and in turn have hurt the whole Hive. They must pay!" the queen's voice brimmed with such rage that the filly flinched from her protector.

Thorax waved a holed hoof to Web, whose horn glowed an acid green and pointed to the screen that separated the two rooms. Nothing seemed to change, except the two ponies heads perked up. The yellow one stared right at the two Changelings, her face marked with damp trails as tears coursed down her fur. She was taking quick and heavy gaps of air, sobbing uncontrollably. Then something strange happened to her mouth. The corners lifted ever so slightly, a tilted wavering line. She nudged the stallion beside her, who also looked up from his crying and looked at his captors. "Leaf, I-I think it's her..." the mare whispered to her mate, the line of her mouth morphing into a wild grin. "It's her, she's safe!" she cried hysterically, galloping towards the screen and planting her front hooves on them. She stared at the filly with eyes tearing up with joy, the stallion behind her and grinning likewise.

The filly glanced at Thorax in confusion. "M-Miss Thorax, why are they happy?"

"They do not see you as we do. To them you are still their inferior pony daughter," the queen replied, regarding the two ponies like they were bugs. "This mirror is charmed to show only you, they cannot see nor hear me." Suddenly the filly felt very self-conscious, with all the attention on her. She backed away from the screen, which caused the mare's smile to falter. "J-June? It's me, Momma! We're going to take you home..." She lifted her hooves and set them on the ground, eyes drooping in what seemed like disappointment. The filly looked on incredulously.

"Sweetie, I'll need you to look away for a moment," Thorax said, the filly turning towards the far wall and clamping her eyes shut.

"June, can you hear me? We're your parents, we-"

"Ignore them, dearie. They only want to poison your mind again," the queen's voice overlapped the mare's one, laced with cold authority. She nodded to Web, who sighed and reluctantly pulled down a nearby lever set into the left wall. It creaked as it swing downwards, the mechanism rusty from a clear lack of use. A sinister whirring took over the intimidating silence, sounding strangely melodic to the filly. She'd heard it before, somewhere...

The two ponies trapped in the small room glanced around worriedly, startled by the sudden noise. It blocked out their whimpering and the shuffle of their hooves on the hard floor. Their eyes darted everywhere, glimpsing a series of vents set into the ceiling. Unbeknownst to them, a practically invisible substance was leaking into the room through the vents. They breathed it in obliviously, their intakes fast and slowly growing more laboured.

"June? A-are you there?" the stallion asked, his voice a trembling tenor. "Listen honey, we're going to try and get out of here, then we'll come for you. I promise I-" he was cut off by a series of hacking coughs that shook his frame, which was beginning to look strangely emancipated.

"Leaf, are you okay?" the mare asked anxiously, a hoof placed on her husband's shoulder. She patted him to ease his coughing, but then gasped at the sight of his body. His skin seemed to be shrinking and sticking to his bones, it was like he hadn't eaten in weeks; the ribs sharp and prominent, spine edging his back and cheeks sunken, usually bright eyes so hollow now. "What-" the coughing had caught up to the mare as well, reducing her to a shivering mass that let loose a torrent of sickly sounds. She dared to inch her eyes open, and found specks of blood on the floor. The stallion had already produced a puddle of the crimson lifeforce, unable to stand. The stench of singed hair filled the prison as in mere seconds, the temperature had shot from uncomfortably cold to boiling point. As the ponies vomited up what little food they had in them, light pink clouds wafted from their roasting bodies and floated into the vents above, following the twists and turns of pipes before being released on the other side of the screen. It enveloped the filly, who had made herself deaf to her alleged parents cries. It filled her like water in a pool, giving her the feeling of unimaginable strength. She'd never felt anything like it, but whatever it was she didn't want it to ever go away.

Thorax looked on as the ponies still coughed and wheezed, and allowed herself a smirk._ 'It was all so easy,' _she thought as the stallion's eyes became bloodshot and clouded, screaming that he was blind. _'I didn't even have to destroy Ponyville, thanks to Luna's campaign to overthrow that sister of hers.' _She recalled the deal she had made with the princess; her Changelings aid her in defeating Celestia, and she sets up a nice little scene for the assimilation process. The seeds of royal rebellion had been sown in the filly's mind, by replacing Luna with Celestia in her vision, and over time they'd grow into a representable hatred for the alicorn.

_'It's all gone to plan. Now with the filly being introduced to her new food, the transformation is almost complete.' _The queen sneered as the two ponies dragged themselves towards the screen, and the stallion dropped to the floor, a pile of skin, boiled blood and bones, barely breathing. His mate soon joined him, struggling to keep her sightless eye open. They never stopped looking at her daughter, who so blatantly ignored them in their dying moments. As her rasping breaths began to slow to nothing and the last scraps of skin fell off of their muscles, she never stopped loving her filly. The clouds of pink dissipated and flowed into the filly, making her insectoid wings flutter and horn glow of their own accord.

"You may look now, sweetheart," Thorax said softly and the prison floor dropped away, taking the pony bodies away for disposal. The filly unshielded her eyes and ears and turned back to the screen. "Where'd they go?" she asked with juvenile curiosity.

"We've taken them away for...removal. Don't worry, little one, their punishment was just and fair." The queen resisted the urge to smirk.

"Oh," the filly said back, so easily satisfied with the answer. "I felt kinda funny during the thing."

"That's completely normal, sweetie. You were hungry, and we gave you some food, which we call love," Thorax replied, wrapping a protective tail around her charge. "How about we go get some more?

"Okay!" the filly replied excitedly, following her surrogate out the room. The two talked as they walked like mother and daughter. "We'll have to give you a lovely queen name. I've always liked Chrysalis..."

Web began to go after them, chancing a glance back to the empty room. He shook his head and sighed heavily before leaving, the door sliding shut and plunging the room of death in darkness for another thousand years with the last notes of a cursed music box leaking through the sealed door.


End file.
